


Tentacle-Prone

by mabus101



Category: Angel: the Series, Buffy the Vampire Slayer, Exalted
Genre: Abyssal!Willow, Deleted smut scene, F/F, For Almighty Engine, Infernal Thunder, Lunar!Fred, Lunar!Tara, Multi, Shapeshifting, Tentacle Sex, squid - Freeform
Language: English
Status: Completed
Published: 2018-01-18
Updated: 2018-01-18
Packaged: 2019-03-06 11:20:23
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 831
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/13410162
Author URL: https://archiveofourown.org/users/mabus101/pseuds/mabus101
Summary: In my Exalted crossover, Fred Burkle is a Lunar, with a squid spirit shape, and Willow''s Lunar mate.  Inevitably, they decide to attempt tentacle sex...but this is reality.





	Tentacle-Prone

"You're sure you want to try this?" Fred said. Willow nodded eagerly. "Okay," Fred said, and changed.

To begin with, Fred was uneasy because they were in a half-flooded pool. Willow wasn't going to drown; she had the ability to just not breathe by now if she chose. No, the problem was that water was a miserable lubricant that would wash away just about any good lubricant. Water sex was not as awesome as it sounded.

More importantly, though, Fred really wasn't sure how to go about tentacle sex. Technically, of course, only two of them were tentacles, but nobody paid that any attention. She used both of those to anchor herself to the pool wall and began to work her way up Willow's body with her arms. So far, so good; Willow quivered a little and began to breathe harder as Fred caressed her inner thighs. The suction cups weren't as much of a pain as Fred had worried they might be; she had some indirect control over their shape that let her slide them free instead of having to yank them off.

Then an unexpected problem arose. Fred had been thinking about how to pleasure Willow. But Willow's end of things wasn't actually any easier; how did you caress a squid? Willow's light touches on her body were good; Willow's grip on one of her left-forward arms was good. Willow's sudden clamp down on her right fin? Ow!

Worse, Fred responded instinctively by nipping at Willow's thigh with her beak. Willow made a loud "Eek!" and then said, "Ok, you can do that but be more gentle." Squid beaks were not made to be gentle; they were made to rip and tear. Fred had used such a small amount of strength she wasn't sure she could reliably make it less, and she had no way of communicating this without changing shape again. After a moment's consideration she decided this was the best thing to do anyway, but as soon as she began to change, Willow immediately called out, "No, no, keep going! Arms! Suction cups on thighs!"

If she were able, Fred would have sighed. She worked her way further up Willow's thighs and began to probe at her labia with the tips of her arms. Gratifying whimpers resulted, so she carefully began sliding one arm inside, rippling the cups across Will's clitoris. More whimpering, and Willow clamped down her hands on Fred's tentacles proper. The resistance felt good, and in a flash of inspiration, Fred turned the tentacles green. Her arms and fins she made green, too, and turned the main part of her body yellow. Thankfully, the next time Will opened her eyes she nodded and gave a wide smile. "Oh, okay, was worri-i-ied!" Fred began to pump that arm in and out; though the muscles were thicker near the base, it was easy to compress, and she was able to put quite a lot of it inside. The remaining rear arms continued caressing Willow's thighs and butt, while she moved the four arms in front up to squeeze Will's breasts and rub her nipples. "Tongue?" Willow asked.

Fred flashed a bright red circle on her forehead; her tongue was covered in sharp teeth. Instead she began stroking Willow's clit and where she hoped her g-spot was with individual suckers. Willow began to arch her back, and her moans rose louder. Her fingers clamped tighter still on Fred's tentacles until Fred finally turned them yellow as a warning. Unfortunately Willow had her eyes squeezed shut as she came.

When Willow came back to herself, she pouted at seeing the yellow marks. "Oh poop! Fred, how do I make it good for you?" Fred genuinely had no idea. She pulsed the green on her tentacles, arms, and fins while she thought it over. Some squid inserted a modified tentacle into the female's mantle cavity, so after a moment she made a yellow trail leading up to the proper spot. The opening turned yellow, too. Fred wasn't really sure about her reaction.

She was right to be cautious. Willow's fingers were neither a modified tentacle nor a squid penis; the texture was too rough and there were too many bony angles. Fred immediately turned the area red and Willow yanked her hand away, but in the sudden rush of pain Fred had somehow gotten her arms tangled around Willow's legs. Willow stumbled and toppled over, leaving them floating in the water anchored by a single tentacle.

And that was how Tara found them as she entered the hangar bay. "Did you two geniuses actually think this out before you started?" Willow blushed bright red, and after a second of thought Fred did the same. "Somehow I didn't think so." She strode into the room, strangely confident even as her clothes blurred and vanished. Willow gulped as Tara slid down to the side of the pool and dropped in, breasts swaying. "Do you think maybe you could use some help?"


End file.
